EXHIBIT 10.26

FIRST BANK OF BEVERLY HILLS

23901 Calabasas Road, Suite 1050

Calabasas, CA 91302

CHANGE IN CONTROL PLAN
CERTIFICATE

THIS IS TO CERTIFY that the employee named below (the Employee) of First Bank of Beverly Hills (the
Bank) will be entitled to a severance payment (Severance Payment) on the terms and subject to the conditions set forth in the attached Change in Control Plan (the Plan) and the General Terms
and Conditions that have been separately provided to the Employee:



|                  |  |                                  |  | 
|----------------- |  | -------------------------------- |  | 
|Name of Employee  |  | ________________________________ |  | 
|                  |  |                                 
|Severance Payment |  | $_______________________________ |  | 
|                  |  |                                 
|Date of Plan      |  | ________________________________ |  | 

The Plan supersedes in its entirety any and all prior Change in Control Plans for the Employee,
which plans are no longer in force or effect.



FIRST BANK OF BEVERLY HILLSBy:Its:




|                                             |  | 
|-------------------------------------------- |  | 
|I agree to be bound by the terms
of the Plan
|                                            
|                                            
|Name:                                        |  | 
|Title/Position:                              |  | 
|Address:                                     |  | 
|Facsimile:                                   |  | 



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CHANGE IN CONTROL PLAN

This CHANGE IN CONTROL PLAN (this Plan) is made and entered into as of the Date of Plan by and between First Bank of Beverly Hills
(the Bank) and the employee (hereinafter referred to as the Employee or you) named in the Change in Control Plan Certificate to which this Plan is attached (the
Certificate).

Article I

DEFINITIONS



|1.1 | Definitions
|--- | -----------

Whenever used in this Plan, the
following capitalized terms shall have the meanings set forth in this Section 1.1, certain other capitalized terms being defined elsewhere in this Plan:

(a) Bank means First Bank of Beverly Hills, and any successor or assignee as provided in Article IV.

(b) BHBC means Beverly Hills Bancorp, Inc., a Delaware corporation.

(c)
Board means the Board of Directors of the Bank or, at the discretion of the Board, a committee of the Board of Directors.

(d) Cause means any of the following acts or circumstances: (i) willful destruction by you of property of the Bank or a Subsidiary having a material value to the Bank or such Subsidiary; (ii) fraud,
embezzlement, theft, or comparable dishonest activity committed by you (excluding acts involving a de minimis dollar value and not related to the Bank or a Subsidiary); (iii) your conviction of or entering a plea of guilty or nolo contendere to
any crime constituting a felony or any misdemeanor involving fraud, dishonesty or moral turpitude (excluding acts involving a de minimis dollar value and not related to the Bank or a Subsidiary); (iv) your breach or neglect of, or refusal or
failure to materially discharge, your duties (other than due to Disability) commensurate with your title and function or your failure to comply with the lawful directions of the Board or the Chief Executive Officer of the Bank, or of the Board of
Directors or the Chief Executive Officer of the Subsidiary that employs you, in any such case that is not cured within fifteen (15) days after you have received written notice thereof from such Board of Directors or Chief Executive Officer; or
(v) a willful and knowing material misrepresentation to the Board or the Chief Executive Officer of the Bank or to the Board of Directors or the Chief Executive Officer of the Subsidiary that employs you.

(e) Change in Control shall mean the occurrence of any of the following:

(i) Any Person or Group (as such terms are defined in Section 13(d) of the Securities Exchange
Act of 1934 (the Exchange Act) and the rules and regulations promulgated thereunder) is or becomes the Beneficial Owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of BHBC, or of any entity resulting from a merger or consolidation involving BHBC, representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of BHBC or such entity.



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(ii) The consummation of (x) a merger, consolidation or reorganization to which BHBC
is a party, whether or not BHBC is the Person surviving or resulting therefrom (a Merger) or (y) a sale, assignment, lease, conveyance or other disposition of all or substantially all of the assets of BHBC, in one transaction
or a series of related transactions, to any Person other than BHBC (Asset Sale, and with Merger, a Transaction) where any such Transaction does not otherwise result in a Change in Control pursuant to
subparagraph (i) of this definition; provided, however, that no such Transaction shall constitute a Change in Control under this subparagraph (iii) if:

(A) the Persons who were the stockholders of BHBC immediately before the consummation of such Transaction are the Beneficial Owners,
immediately following the consummation of such Transaction, of fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Person surviving or resulting from Merger or the Person to whom the assets
of BHBC are sold, assigned, leased, conveyed or disposed of in an Asset Sale, in substantially the same proportions in which such Beneficial Owners held voting stock in BHBC immediately before such Transaction; and

(B) immediately following the Transaction, the directors of BHBC immediately prior to the consummation of the Transaction (excluding
directors appointed pursuant to the agreement with respect to such Transaction) constitute a majority of the directors of BHBC (or successor entity) immediately following the Transaction.

(iii) Any Person or Group, other than BHBC or any of its subsidiaries, is or becomes the Beneficial
Owner, directly or indirectly, of securities representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Bank Business Entity. Bank Business Entity shall
mean, at any time, the principal corporation or other entity that is then engaged in the banking and related business activities in which the Bank is currently engaged, which entity may be (x) the Bank, (y) any entity resulting from a
merger, consolidation, reorganization or other similar transaction involving the Bank or a successor entity thereto, or (z) any entity that has succeeded to the business of the Bank through the sale, transfer, contribution or other disposition
of all or substantially all of the assets of the Bank or a successor entity thereto.

(f) Compensation means and
includes all of your base annual salary attributable to your employment with the Bank, BHBC and/or any of their Subsidiaries (including, but not limited to, any amounts excludable from your gross income for federal income tax purposes pursuant to
Section 125 or Section 401(k) of the Internal Revenue Code of 1986, as amended), in effect immediately before the Change in Control. Compensation shall not include your bonuses, annual incentive awards, pension, 401(k)
plan, or retirement contributions or payments, non-cash compensation or reimbursements, if any (e.g., the grant or vesting of restricted stock, the grant, vesting, or exercise of stock options, automobile allowance and gasoline reimbursement).



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(g) Disability means a physical or mental infirmity that substantially impairs your
ability to perform your material duties for a period of at least one hundred eighty (180) consecutive calendar days, and, as a result of such Disability, you have not returned to your full-time regular employment prior to termination.

(h) ERISA means the Employee Retirement Income Security Act of 1974, as amended.

(i) Good Reason means the occurrence of any of the following:

(i) The Bank or any of its Subsidiaries reduces your base salary (for the Bank and all Subsidiaries taken as a whole).

(ii) Without your express written consent, the Bank or any of its Subsidiaries requires you to change the location of your job or office,
so that you will be based at a location more than 100 miles from the location of your job or office as of the date of the Change in Control or termination of your employment, which occurs first.

(iii) Without your express written consent, the Bank or any of its Subsidiaries reduces your responsibilities or directs you to report to
a person of lower rank or responsibilities than the person to whom you reported immediately prior to terminating your employment.

(iv) A successor to the Bank fails or refuses to assume the obligations of the Bank under this Plan

(j)
Indexed means indexed for inflation as reported by the Internal Revenue Service.

(k) Key Employee
means a key employee as defined under Section 416(i) of the Internal Revenue Code of 1986, as amended. As of the date hereof, a key employee is an employee who is (i) an officer and earns compensation in excess of
$145,000 per annum, Indexed; or (ii) a holder of five percent or more of the stock of BHBC; or (iii) a holder of one percent or more of the stock of BHBC and earns compensation in excess of $145,000 per annum, Indexed.

(l) Person shall have the meaning set forth in the definition of Change in Control.

(m) Release means the Separation and General Release Agreement in the form attached hereto as Exhibit A.

(n) Severance Payment means the payment of severance compensation as provided in Article II reduced to the extent required by
Section 3.3.

(o) Subsidiary means any corporation or other Person, a majority of the voting power, equity
securities or equity interest of which is owned directly or indirectly by the Bank.



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(p) WARN means the Worker Adjustment and Retraining Notification Act, 29 U.S.C.
§2101 et seq.

Article II

SEVERANCE PAYMENTS



|2.1 | Right to Severance Payment; Release
|--- | -----------------------------------

(a)
Conditioned on the execution and delivery by you (or your beneficiary or personal representative, if applicable) of the Release, and subject to the provisions of Section 2.7, you shall be entitled to receive a Severance Payment from the Bank in
the amount provided in Section 2.2 if you are an employee of the Bank and/or any of its Subsidiaries on the date of the occurrence of a Change in Control, and during the period commencing with the Change in Control and ending one year after the
Change in Control: (i) your employment is involuntarily terminated by the Bank and its Subsidiaries for any reason other than Cause or your death or Disability, or (ii) you voluntarily terminate your employment with the Bank and all
Subsidiaries for Good Reason (and in connection with such voluntary termination you have concurrently provided to the Bank a written statement that you were terminating your employment for Good Reason, which statement sets forth in reasonable detail
the Good Reason).

(b) Notwithstanding the foregoing, you will not be entitled to receive a Severance Payment to the extent you receive
payments which the Bank or its Subsidiaries are required to make to you under WARN.



|2.2 | Amount of Severance Payment
|--- | ---------------------------

If you become entitled
to a Severance Payment under this Plan, the amount of your Severance Payment, when added to any payments which the Bank or its Subsidiaries are required to make to you under WARN, shall be equal to the Severance Amount indicated in the attached
Certificate.



|2.3 | No Mitigation
|--- | -------------

The Bank acknowledges and agrees
that you shall be entitled to receive your entire Severance Payment regardless of any income you may receive from other sources following termination of your employment.



|2.4 | Payment of Severance Payment
|--- | ----------------------------

If you are entitled
to a Severance Payment under Section 2.1(a), subject to Section 3.1, the Bank shall pay the Severance Payment to you, in cash and in full, not later than the latest of (i) the termination of your employment with the Bank and its
Subsidiaries; (ii) eight (8) calendar days after execution and delivery by you (or your beneficiary or personal representative, if applicable) of the Release, or (iii) the date on which such Release becomes effective. If you should
die before all amounts payable to you have been paid, such unpaid amounts shall be paid to your beneficiary under this Plan or, if you have not designated such a beneficiary in writing to the Bank, to the personal representative(s) of your estate.



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|2.5 | Health Benefits Coverage
|--- | ------------------------

If you are entitled to a
Severance Payment under Section 2.1(a), you will also be entitled to receive health benefits coverage for you and your dependents under the same plan(s) or arrangement(s) under which you were covered immediately before your termination of
employment or plan(s) established or arrangement(s) provided by the Bank or any of its Subsidiaries thereafter. Such health benefits coverage shall be paid for by the Bank to the same extent as if you were still employed by the Bank, and you will be
required to make such payments as you would be required to make if you were still employed by the Bank. The benefits provided under this Section 2.5 shall continue until the earlier of (a) the expiration of one (1) year following your
termination of employment with the Bank and all of its Subsidiaries, or (b) the date you become covered under any other group health plan not maintained by the Bank or any of its Subsidiaries; provided, however, that if such other group health
plan excludes any pre-existing condition that you or your dependents may have when coverage under such group health plan would otherwise begin, coverage under this Section 2.5 shall continue (but not beyond the one (1) year period
described in clause (a) of this sentence) with respect to such pre-existing condition until such exclusion under such other group health plan lapses or expires. In the event you are required to make an election under Sections 601 through 607 of
ERISA (commonly known as COBRA) to qualify for the benefits described in this Section 2.5, the obligations of the Bank and its Subsidiaries under this Section 2.5 shall be conditioned upon your timely making such an election.



|2.6 | Withholding of Taxes
|--- | --------------------

The Bank may withhold from
any amounts payable under this Plan all federal, state, city or other taxes required by applicable law to be withheld by the Bank.



|2.7 | Governmental Approval
|--- | ---------------------

The Banks obligation
to pay you any amounts under this Plan is conditioned upon approval of the Plan or of payment of such amounts (or upon review of the Plan or of payment of such amounts, and failure to object thereto) by the FDIC or any other governmental agency
having jurisdiction over the Bank or its Subsidiaries, to the extent such approval (or review) is required by applicable laws or regulations.

Article III

SPECIAL PROVISION FOR KEY EMPLOYEE

AND OTHER RIGHTS AND BENEFITS



|3.1 | Deferred Payments to Key Employee
|--- | ---------------------------------

Notwithstanding
anything to the contrary in this Plan, if you are a Key Employee the aggregate of the payments to be made to you or for your benefit under Sections 2.2 and 2.5 shall not be made until a period of six months has elapsed from the date of your
separation of employment to the extent that such payments exceed the lesser of (a) twice your annual compensation or (b) twice the amount set forth in Section 401(a)(17) of the Internal Revenue Code, Indexed. As of July 2007, the
latter amount is $225,000 for 2007 and twice that amount would be $450,000 for 2007.



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|3.2 | Other Benefits
|--- | --------------

This Plan does not provide a
pension for you, nor shall any payment hereunder be characterized as deferred compensation. Except as set forth in Sections 2.2 and 3.3, neither the provisions of this Plan nor the Severance Payment provided for hereunder shall reduce any amounts
otherwise payable, or in any way diminish your rights as an employee, whether existing now or hereafter, under any written benefit, incentive, retirement, stock option, stock bonus or stock purchase plan or any written employment agreement or other
written plan or arrangement not related to severance.



|3.3 | Other Severance Plans Superseded
|--- | --------------------------------

This Plan
supersedes any and all other severance plans of the Bank or its Subsidiaries and severance agreements between you and the Bank and its Subsidiaries, and your participation in any other severance plan of the Bank and its Subsidiaries, or any other
agreement between you and the Bank and its Subsidiaries, is hereby terminated. Without limiting the generality of the foregoing, if you receive any severance payment in connection with termination of your employment by the Bank and its Subsidiaries
without Cause or by you for Good Reason, in either case prior to a Change in Control, your Severance Payment determined under Article II shall be reduced by the amount of such other severance payment. Notwithstanding the foregoing, this Plan shall
not be deemed to terminate any Stay Bonus Agreement entered into within 60 days prior to or at any time after the Date of Plan.



|3.4 | Employment Status
|--- | -----------------

This Plan does not constitute a
contract of employment or impose on you any obligation to remain in the employ of the Bank, nor does it impose on the Bank or any of its Subsidiaries any obligation to retain you in your present or any other position, nor does it change the status
of your employment as an employee at will. Nothing in this Plan shall in any way affect the right of the Bank or any of its Subsidiaries in its absolute discretion to change or reduce your compensation at any time, or to change at any time one or
more benefit plans, including but not limited to pension plans, dental plans, health care plans, savings plans, bonus plans, vacation pay plans, disability plans, and the like.

Article IV

SUCCESSOR TO BANK

The Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially
all of the business or assets of the Bank, expressly and unconditionally to assume and agree to perform the Banks obligations under this Plan, in the same manner and to the same extent that the Bank would be required to perform if no such
succession or assignment had taken place. In such event, the term Bank, as used in this Plan, shall mean (from and after, but not before, the occurrence of such event) the Bank as hereinbefore defined and any successor or assignee to the
business or assets which by reason hereof becomes bound by the Plan and the General Terms and Conditions.



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Article V

CONFIDENTIALITY



|5.1 | Nondisclosure of Confidential Material
|--- | --------------------------------------

In the
performance of your duties, you have previously had, and may in the future have, access to confidential records and information, including, but not limited to, development, marketing, purchasing, organizational, strategic, financial, managerial,
administrative, manufacturing, production, distribution and sales information, data, specifications and processes now owned or at any time hereafter developed by the Bank or its agents or consultants or used at present or at any time hereafter in
the course of its business, that are not otherwise part of the public domain (collectively, the Confidential Material). All such Confidential Material is considered secret and has been and/or will be disclosed to you in
confidence. By your acceptance of this Plan, you shall be deemed to have acknowledged that the Confidential Material constitutes proprietary information of the Bank which draws independent economic value, actual or potential, from not being
generally known to the public or to other persons who could obtain economic value from its disclosure or use, and that the Bank has taken efforts reasonable under the circumstances, of which this Section 5.1 is an example, to maintain its
secrecy. Except in the performance of your duties to the Bank, you shall not, directly or indirectly for any reason whatsoever, disclose or use any such Confidential Material, except that the foregoing disclosure prohibition shall not apply as to
Confidential Material that (i) has been publicly disclosed or was within your possession prior to its being furnished to you by the Bank or becomes available to you on a nonconfidential basis from a third party (in any of such cases, not due to
a breach by you of your obligations to the Bank or by breach of any other person of a confidential, fiduciary or confidential obligation, the breach of which you know or reasonably should know), (ii) is required to be disclosed by you pursuant
to applicable law, provided that you provide notice to the Bank of such requirement as promptly as possible, or (iii) was independently acquired or developed by you without violating any of the obligations under this Plan and without relying on
Confidential Material of the Bank. All records, files, drawings, documents, equipment and other tangible items, wherever located, relating in any way to the Confidential Material or otherwise to the Banks business, which you have prepared,
used or encountered or shall in the future prepare, use or encounter, shall be and remain the Banks sole and exclusive property and shall be included in the Confidential Material. Upon your termination of employment with the Bank, or whenever
requested by the Bank, you shall promptly deliver to the Bank any and all of the Confidential Material and copies thereof, not previously delivered to the Bank, that may be, or at any previous time has been, in your possession or under your control.



|5.2 | Nonsolicitation of Employees
|--- | ----------------------------

By your acceptance of
your Severance Payment under this Plan, you agree that, for a period of one (1) year following your termination of employment with the Bank or its Subsidiaries, neither you nor any Person or entity in which you have an interest shall solicit
any person who was employed on the date of your termination of employment by the Bank or any of its Subsidiaries to leave



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the employ of the Bank or any of its Subsidiaries. Nothing in this Section 5.2, however, shall prohibit you or any Person or entity in which you have an
interest from placing advertisements in periodicals of general circulation soliciting applications for employment, or from employing any person who answers any such advertisement. For purposes of this Section 5.2, you shall not be deemed to
have an interest in any corporation whose stock is publicly traded merely because you are the owner of not more than two percent (2%) of the outstanding shares of any class of stock of such corporation, provided you have no active participation
in the business of such corporation (other than voting your stock) and you do not provide services to such corporation in any capacity (whether as an employee, an independent contractor or consultant, a board member, or otherwise).



|5.3 | Equitable Relief
|--- | ----------------

By your acceptance of this Plan,
you shall be deemed to have acknowledged that violation of Sections 5.1 or 5.2 would cause the Bank irreparable damage for which the Bank cannot be reasonably compensated in damages in an action at law, and that, therefore, in the event of any
breach by you of Sections 5.1 or 5.2, the Bank shall be entitled to make application to a court of competent jurisdiction for equitable relief by way of injunction or otherwise (without being required to post a bond). This provision shall not,
however, be construed as a waiver of any of the rights which the Bank may have for damages under this Plan or otherwise, and, except as limited in this Article V, all of the Banks rights and remedies shall be unrestricted.

Article VI

MISCELLANEOUS



|6.1 | Amendment
|--- | ---------

This Plan may be amended only by an
instrument executed in writing by the Bank and the Employee. No agreement or representations, written or oral, express or implied, with respect to the subject matter hereof, have been made by the Bank which are not expressly set forth in this Plan.



|6.2 | Termination
|--- | -----------

(a) This Plan shall terminate on the
first to occur of the following:

(i) Upon notice from the Bank at any time after December 31, 2008 if at the date of
termination a definitive agreement for a Change in Control is not in full force and effect and a Change in Control has not occurred;

(ii) If at December 31, 2008 a definitive agreement for a Change in Control is in full force and effect, but a Change in Control has not been consummated pursuant to such agreement, upon notice from the Bank any time after termination
of such agreement without consummation of a Change in Control pursuant to such agreement;



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(iii) Upon termination of your employment if a Change in Control has not occurred prior
to termination of your employment;

(iv) If a Change in Control occurred prior to the termination of your employment, on the
first day following the one-year anniversary of the Change in Control, provided that such termination of this Plan shall not terminate (A) the Banks obligation to pay a Severance Payment if you have become entitled to such Severance
Payment as a result of the termination of your employment; and (B) your obligations under Article V of this Plan; or

(v) Upon payment to you of the Severance Payment, provided that such termination shall not terminate your obligations under Article V of this Plan.

(b) Notwithstanding the termination of this Plan, any matters relating to this Plan after such termination (including any disputes or controversies) shall continue to be governed by the General Terms and Conditions.



|6.3 | Administration
|--- | --------------

This Plan constitutes a welfare
benefit plan within the meaning of Section 3(1) of ERISA. This document constitutes the governing document of the Plan. The Administrator of the Plan, within the meaning of Section 3(16) of ERISA, and the Named Fiduciary thereof, within
the meaning of Section 402 of ERISA, is the Bank. Attached hereto as Exhibit B is a statement of your rights under ERISA.



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EXHIBIT A

SEPARATION AND GENERAL RELEASE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE
OF ALL

KNOWN AND UNKNOWN CLAIMS.

This Separation and General Release Agreement (the Agreement) is made this  day of
, , by and between First Bank of Beverly Hills, a California corporation (the
Bank/Company), and (Employee), with reference to the following facts:

A. Employees rights to receive the
Severance Payment and certain other benefits under the Plan are conditioned upon Employees execution and delivery of this Agreement.

NOW, THEREFORE, the Bank and Employee hereby agree as follows:

1. SEVERANCE PAYMENT. Subject to the terms and limitations of the
Plan, Employee shall receive the Severance Payment and all other benefits under Article II of the Plan if a Change in Control occurs and Employee satisfies all conditions set forth in the Plan to the receipt of the Severance Payment and such other
benefits. The Severance Payment and all other benefits under Article II of the Plan are conditioned upon (among other things), and will not be payable until (a) Employees execution and delivery of this Agreement, (b) Employees
termination of employment with the Company and all of its Subsidiaries, and (c) if Employee is at least forty (40) years old, the expiration of the revocation period set forth in paragraph 4( e) of this Agreement.

2. RELEASE. In consideration of the terms and provisions of this Agreement, employee hereby knowingly and voluntarily on behalf of Employee and
Employees spouse and dependents, if any, as well as Employees descendants, ancestors, representatives, heirs, executors, administrators, grantees, assigns and successors-in-interest, and each of them, forever relieves, releases and
discharges the Company and its Subsidiaries and their respective predecessors, successors, heirs, assignees, owners, members, attorneys, representatives, affiliates, officers, directors, agents, employees, servants, executors, administrators,
accountants, shareholders, investigators, employee benefit plans and trustees and any and all other related individuals and entities, from any and all claims, debts, liabilities, demands, obligations, liens, promises, acts, agreements, costs and
expenses (including, but not limited to, attorneys fees), damages, actions and causes of action, of whatever kind or nature, including, without limitation, any statutory, civil or administrative claim, or any claim, arising out of acts,
whether known or unknown, suspected or unsuspected, fixed or contingent, apparent or not, including, but not limited to, any claims based on, arising out of, related to or connected with Employees employment with, or termination of employment
from, the Company or any of its Subsidiaries, including, but not limited to, any claims arising from federal, state or local laws which prohibit discrimination of the basis of race, national origin, religion, age, sex, marital status, pregnancy,
disability, perceived disability, ancestry, sexual orientation, family or personal leave, or any other form of



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discrimination, or from laws such as workers compensation laws which provide rights and remedies for injuries sustained in the workplace, or from any
common law claims of any kind, including, but not limited to, contract, tort, or property rights, including, but not limited to, breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contract
or current or prospective economic advantage, fraud, deceit, breach of privacy, misrepresentation, defamation, wrongful termination, tortious infliction of emotional distress, loss of consortium and breach of fiduciary duty, violation of public
policy and any other common law claim of any kind whatever, any claims for severance pay, sick leave, family leave, vacation, life insurance, bonuses, health insurance, disability or medical insurance or any other fringe benefit or compensation, or
from any and all rights or claims arising under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq. (WARN) and the Employee Retirement Income Security Act of 1974 (ERISA);
provided, however, that the foregoing Release shall not extend to amounts to be paid or benefits to be provided to Employee under the express terms of the Plan nor shall it extend to any amounts otherwise payable under any written
benefit, incentive, retirement, stock option, stock bonus or stock purchase plan or any written employment agreement or other written plan or arrangement related to severance (the foregoing released matters, excluding the excluded matters referred
to in the foregoing proviso, are referred to as the Released Matters).

3. GENERAL RELEASE; WAIVER OF RIGHTS. Employee hereby
waives all rights under California Civil Code Section 1542 and any other federal or state statutory rights or rules or principles of common law or equity similar to Section 1542 solely with respect to claims directly or indirectly arising
from and/or related to the Released Matters (it being understood that Employee is not waiving or releasing claims with respect to any other matters), which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OF SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH,
IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

4. ADEA RELEASE. If Employee is at least forty
(40) years old, Employee agrees and expressly acknowledges that this Agreement includes a waiver and release of all claims which Employee has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621,
et seq. (ADEA). If Employee is at least forty (40) years old, the following terms and conditions apply to and are part of the waiver and release of ADEA claims under this Agreement:

(a) The waiver and release of claims under the ADEA contained in this Agreement do not cover rights or claims that may arise after the
date on which Employee signs this Agreement.

(b) This Agreement involves consideration III addition to anything of value to
which Employee is already entitled.

(c) Employee is advised to consult an attorney before signing this Agreement. If
Employee executes this Agreement prior to the expiration of the period specified in paragraph 4(d) below, Employee does so voluntarily and after having had the opportunity to consult with an attorney.



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(d) Employee is granted twenty-one (21) days after Employee is presented with this
Agreement to decide whether or not to sign this Agreement.

( e) Employee will have the right to revoke the waiver and
release of claims under the ADEA within seven (7) days after Employees termination of employment with the Company and all of its Subsidiaries and execution of this Agreement. This paragraph 4 shall not become effective or enforceable
until that revocation period has expired and Employee understands and agrees that no consideration shall be paid to Employee pursuant to this Agreement or under the Plan until the revocation period has expired without this Agreement having been
revoked (or, if any consideration has been previously paid, Employee shall refund such consideration to the Company if Employee revokes the waiver and release of ADEA claims).

5. ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding concerning the subject matters between the parties and supersedes and
replaces all prior agreements, whether written or oral, express or implied, concerning the subject matters hereof.

6. RIGHT TO CONSULT
ATTORNEY. Employee represents and agrees that Employee fully understands the right to discuss all aspects of this Agreement with the mployees private attorney, that to the extent desired Employee has availed himself or herself of this right,
and that Employee is voluntarily entering into this Agreement. Employee acknowledges that by being given this Agreement to review, Employee has been advised in writing to consult with counsel prior to executing this Agreement.

7. CAPITALIZED TERMS. All capitalized terms used in this Agreement and not otherwise defined herein shall have the same meaning as in the Plan.

8. NO ADMISSION. Employee understands this Agreement is not an admission of liability by any party.

EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND IS VOLUNTARILY ENTERING INTO IT.



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|Signature of Employee                         |  |  |  | Dated              
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|Printed Name of Employee                      |  |  |  | Address of Employee
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|Signature and Title of Company Representative |  |  |  | Dated              



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EXHIBIT B

ERISA INFORMATION AND RIGHTS

Information Provided Under ERISA. The Plan is an unfunded welfare
plan, maintained on a calendar year basis. The Company is the Plan sponsor, Plan Administrator, and agent for service of legal process. The Company bears the costs of all benefits under the Plan.

The Company is Beverly Hills Bancorp Inc. whose address, telephone number, and employer identification number are as follows:

Beverly Hills Bancorp Inc.

23901 Calabasas
Road

Suite 1050

Calabasas,
California 91302

Telephone No.: (818) 223-8084

Employer Identification No.: 94-251-4623

The Plan number of this Plan is 503.

Statement of ERISA Rights. A Participant in the Plan is entitled to certain rights and protections under a federal law known as ERISA. ERISA
provides that all Plan Participants shall be entitled to examine, without charge, at the Plan Administrators office, all Plan documents and the Plans annual report, if any. Copies of these documents and other Plan information may also be
obtained upon written request to the Plan Administrator. A reasonable charge may be made for copies.

In addition to creating rights for Plan Participants,
ERISA imposes duties upon the people who are responsible for the operation of this Plan. The people who operate this Plan, called fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other Plan
Participants. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining benefits or exercising your rights under ERISA. If your claim for benefits is denied in
whole or in part, you must receive a written explanation of the reason for this denial. You have the right to have the Plan Administrator review and reconsider your claim, as described in the Plan.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan Administrator and do not receive them within
30 days, you may file a claim as provided in the Plan, or initiate an arbitration proceeding. In such a case, the arbitrator may require the Plan Administrator to provide the materials and pay you up to $100 a day until you receive the materials,
unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file a claim as provided in the Plan, or initiate an
arbitration proceeding. If you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, you may file a claim as provided in the Plan, or you may initiate an arbitration proceeding. An arbitrator
will decide who should pay the costs and legal fees of the claim. If you are successful, the arbitrator may order the person you have sued to pay these costs and fees. If you lose, the arbitrator may order you to pay these costs and fees, for
example, if he or she finds your claim is frivolous.



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If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this
statement or about your rights under ERISA, you should contact the nearest office of the Pension and Welfare Benefits Administration, U.S. Department of Labor listed in your telephone directory or the Division of Technical Assistance and Inquiries,
Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington D.C. 20210.



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June 2007

FIRST BANK OF BEVERLY HILLS

GENERAL TERMS AND CONDITIONS

to the

CHANGE IN CONTROL PLAN and
the STAY BONUS AGREEMENT

All capitalized terms not defined herein shall have the same meanings as set forth in the applicable Change
in Control Plan or the Stay Bonus Agreement, respectively. For purposes of these General Terms and Conditions only, the Agreement shall mean the Change in Control Plan and/or the Stay Bonus Agreement, as applicable.

Article VII

ARBITRATION

Unless equitable relief is otherwise provided in the Agreement, arbitration in accordance with the then most applicable rules of the
American Arbitration Association shall be the exclusive remedy for resolving any dispute or controversy between you and the Bank or any of its Subsidiaries, including, but not limited to, any dispute regarding your employment or the termination of
your employment or any dispute regarding the application, interpretation or validity of the Agreement not otherwise resolved through the claims procedure set forth in Section 2.7 herein. The arbitrator shall be empowered to grant only such
relief as would be available in a court of law. In the event of any conflict between the Agreement and the rules of the American Arbitration Association, the provisions of the Agreement shall be determinative. If the parties are unable to agree upon
an arbitrator, they shall select a single arbitrator from a list of seven arbitrators designated by the office of the American Arbitration Association having responsibility for the city in which you primarily performed services for the Bank or its
Subsidiaries immediately before your termination of employment, all of whom shall be retired judges who are actively involved in hearing private cases or members of the National Academy of Arbitrators, and who, in either event, are residents of the
area in which you primarily performed services for the Bank or its Subsidiaries immediately before your termination of employment. If the parties are unable to agree upon an arbitrator from such list, they shall each strike names alternatively from
the list, with the first to strike being determined by lot. After each party has used three strikes, the remaining name on the list shall be the arbitrator. The fees and expenses of the arbitrator shall initially be borne equally by the parties;
provided, however, that each party shall initially be responsible for the fees and expenses of its own representatives and witnesses. Unless mutually agreed otherwise by the parties, any arbitration shall be conducted at a location within fifty
(50) miles from the location in which you primarily performed services for the Bank or any of its Subsidiaries immediately before your termination of employment. If the parties cannot agree upon a location for the arbitration, the arbitrator
shall determine the location within such fifty (50) mile radius. Judgment may be entered on the award of the arbitrator in any court having jurisdiction. The prevailing party in the arbitration proceeding, as determined by the arbitrator, and
in any enforcement or other court proceedings, shall be entitled to the extent provided by law to reimbursement from the other party for all of the prevailing partys costs (including but not limited to the arbitrators compensation),
expenses and reasonable attorneys fees.



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Article VIII

MISCELLANEOUS



|8.1 | Applicable Law
|--- | --------------

To the extent not preempted by the
laws of the United States, the laws of the State of California shall be the controlling law in all matters relating to the Agreement, regardless of the choice-of-law rules of the State of California or any other jurisdiction.



|8.2 | Construction
|--- | ------------

No term or provision of the Agreement
shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision of the Agreement and any present or future statute, law, ordinance, or regulation, the latter shall prevail, but
in such event the affected provision of the Agreement shall be curtailed and limited only to the extent necessary to bring such provision within the requirements of the law.



|8.3 | Severability
|--- | ------------

If a provision of the Agreement shall
be held illegal or invalid, the illegality or invalidity shall not affect the remaining parts of the Agreement and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.



|8.4 | Headings
|--- | --------

The Section headings in the Agreement are
inserted only as a matter of convenience, and in no way define, limit, or extend or interpret the scope of the Agreement or of any particular Section.



|8.5 | Assignability
|--- | -------------

Your rights or interests under the
Agreement shall not be assignable or transferable (whether by pledge, grant of a security interest, or otherwise) by you, your beneficiaries or legal representatives, except by will or by the laws of descent and distribution.



|8.6 | Notices
|--- | -------

For purposes of the Agreement, notices and
all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered, telecopied, or sent by certified or overnight mail, return receipt requested, postage prepaid, addressed to the
respective addresses, or sent to the respective telecopier numbers, last given by each party to the other, provided that all notices to the Bank shall be directed to the attention of the Board of Directors. All notices and communications shall be
deemed to have been received on the date of delivery thereof if personally delivered, upon return confirmation if telecopied, on the third business day after the mailing thereof, or on the date after sending by overnight mail, except that notice of
change of address shall be effective only upon actual receipt. No objection to the method of delivery may be made if the written notice or other communication is actually received.



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|8.7 | Claims
|--- | ------

If you believe you are entitled to a
benefit under the Agreement, you may make a claim for such benefit by filing with the Bank a written statement setting forth the amount and type of payment so claimed. The statement shall also set forth the facts supporting the claim. The claim may
be filed by mailing or delivering it to the Secretary of the Bank.

Within sixty (60) calendar days after receipt of such a claim, the
Bank shall notify you in writing of its action on such claim and if such claim is not allowed in full, shall state the following in a manner calculated to be understood by you:



| | (a) | The specific reason or reasons for the denial;
| | --- | ----------------------------------------------



| | (b) | Specific reference to pertinent provisions of the Agreement on which the denial is based;
| | --- | -----------------------------------------------------------------------------------------



| | (c) | A description of any additional material or information necessary for you to be entitled to the benefits that have been denied and an explanation of why such material or information
is necessary; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | An explanation of the Agreements claim review procedure.
| | --- | ---------------------------------------------------------

If you disagree with the action taken by the Bank, you or your duly authorized representative may apply to the Bank for a review of such action. Such application shall be made within one hundred twenty (120) calendar days after receipt
by you of the notice of the Banks action on your claim. The application for review shall be filed in the same manner as the claim for benefits. In connection with such review, you may inspect any documents or records pertinent to the matter
and may submit issues and comments in writing to the Bank. A decision by the Bank shall be communicated to you within sixty (60) calendar days after receipt of the application. The decision on review shall be in writing and shall include
specific reasons for the decision, written in a manner calculated to be understood by you, and specific references to the pertinent provisions of the Agreement on which the decision is based.



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